Corporate Governance Principles
     
    Nordea Funds Ltd with branches
         Corporate Governance Principles  ·  Nordea Funds Ltd with branches
        2
                                                               Nordea Funds Ltd with branches  ·    Corporate Governance Principles
            Table of Contents
            I. Corporate governance principles                                                   4
                   1. General principles                                                          4
                   2. Board of Directors, audit and nomination procedure                          4 
                   3. Remuneration to the board of directors                                      5 
                   4. Remuneration to executive management and incentive programmes               5
                   5. Matters related to capital structure                                        7
                   6. Public offers                                                               7
                   7. Corporate social responsibility (CSR) aspects                               7
            II. International corporate governance principles                                    9
                   1. Objective of the company – shareholder returns                              9
                   2. Disclosure and transparency                                                 9 
                   3. Audit                                                                       9 
                   4. Shareholders’ ownership, responsibilities and voting rights and remedies   10
                   5. Boards of companies                                                        11
                   6. Corporate citizenship, stakeholder relations and ethical business conduct  12
                       International remuneration policies                                       13
            Appendix A:  
            Guidelines for information to shareholders regarding 
            incentive programmes in listed companies in Sweden                                 14
                   1. Introduction                                                               14 
                   2. Material for decision-making ahead of the AGM                              14 
                   3. Regular information in the companies’ annual reports                       17
                                                                                                            3
               Corporate Governance Principles  ·  Nordea Funds Ltd with branches
                         Corporate governance principles 
                          Nordea Funds Ltd (the Management Company) has adopted the following corporate governance principles 
                          with respect to Nordic companies listed on Nordic stock exchanges. The principles also apply, where appli-
                          cable, to other companies listed on Nordic stock exchanges. For investments in companies listed on trading 
                                                                                                                        1
                          venues outside of the Nordics, the Management Company applies separate international guidelines .
                           
                          The guidelines apply to all funds managed by Nordea Funds Ltd and its branches.
                         1. General principles                                 2. Board of Directors, audit and nomina- 
                         Corporate governance deals with the relation-         tion procedure 
                         ship between shareholders and the boards and          2.1 Board of Directors’ responsibility
                         executive management of companies.                    The Board of Directors, pursuant to the Compa-
                         Where all funds managed by Nordea Funds Ltd.          nies Act, is responsible for the company’s orga-
                         (henceforth called Nordea’s funds) are concer-        nisation and for managing the company’s affairs. 
                         ned, corporate governance shall be exercised on       The board of directors has a duty of responsibility 
                         the basis of the shareholders’ common interest in     to all shareholders. Board members shall pay 
                         good returns.                                         particular attention to their responsibility when 
                                                                               conflicting interests between shareholders could 
                         The Management Company generally consider             perceivably exist.
                         that exercising sound corporate governance is 
                         crucial to creating value in the companies. As        As representatives of the shareholders, the Board 
                         a significant owner in several listed companies,      of Directors is responsible for supervising the 
                         Nordea’s funds play a key role in promoting the       executive management. In order not to impede 
                         companies’ progress towards better results by         the Board of Directors’ ability to exercise control, 
                         being an active owner. This is achieved by parti-     the board’s chairperson shall not concurrently be 
                         cipation in nomination committees, participation      responsible for the executive management.
                         in shareholders’ meetings and through regular 
                         dialogue with the companies concerning key            Efficient board work is a prerequisite when 
                         ownership issues. Cooperation with other owners       creating value for shareholders, and therefore a 
                         is an important part of the possibility of exerting   well-composed board and well-organised board 
                         influence where necessary.                            work is important. To promote this in the long 
                                                                               term and to provide a basis for the nomination of 
                         Nordea’s funds are generally in favour of equal       the members, the work and performance of the 
                         voting rights for all shares.                         board of directors should be reviewed annually. 
                                                                               The review should be conducted in a structured 
                                                                               way and aim to evaluate the board’s collective 
                                                                               performance as well as the contribution and com-
                                                                               mitment of individual board members.
                                                                               Nordea’s funds believe that the members of the 
                                                                               board should be shareholders in the company 
                                                                               concerned.
                                                                                 
                                                                                
                                                                                
                          
                         1) International Corporate Governance Principles, see page 9
              4